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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 19, 2025
___________________________________
Sable Offshore Corp.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-40111
(Commission File Number)
85-3514078
(I.R.S. Employer Identification Number)
845 Texas Avenue, Suite 2920
Houston, TX 77002
(Address of principal executive offices and zip code)
(713) 579-6161
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange
on which registered
Common stock, par value $.0001SOCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01Other Events.

On February 16, 2025, the California Coastal Commission (“CCC”) sent Sable Offshore Corp. (“Sable”) a “Notice Prior to Issuance of Executive Director Cease and Desist Order” related to Sable’s ongoing anomaly repair work. On February 17, 2025, Sable replied to the CCC with a letter, attached in Exhibit 99.1 herein, stating that the “Coastal Act does not authorize the issuance of an EDCDO under the present circumstances” and that “Sable intends to proceed with the anomaly repair work authorized by the County in its February 12, 2025 letter.”

Further, on February 18, 2025, Sable Offshore Corp. filed a complaint against the CCC in the Superior Court of the State of California for the County of Santa Barbara (Case No. 25CV00974), which will be available on the Superior Court of California, County of Santa Barbara’s website and at https://sablecaliforniaenergy.com/ (the information posted on or accessible through our website is not incorporated into this 8-K). In the complaint, Sable challenges the CCC’s prior Notices of Violations and Executive Director Cease and Desist Order as procedurally improper and asserts that CCC lacks authority to prohibit work authorized by existing permits. Sable seeks a declaration that the CCC's actions are unlawful, an injunction prohibiting further enforcement actions by the CCC, damages for the alleged taking of property rights, and attorneys' fees and costs. The CCC proceeded to issue an Executive Director Cease and Desist Order to Sable on February 18, 2025. Sable pipeline repair operations remain unaffected.

Cautionary Statement Regarding Forward-Looking Statements

The information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “could,” “should,” “will,” “ may,” “ believe,” “ anticipate,” “ intend,” “ estimate,” “expect,” “project,” “continue,” “plan,” forecast,” “predict,” “potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements will contain such identifying words. These statements are based on the current beliefs and expectations of Sable’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Factors that could cause Sable’s actual results to differ materially from those described in the forward-looking statements include: the ability to recommence production of the SYU assets and the cost and time required therefor; litigation, complaints and/or adverse publicity; our ability to comply with laws and regulations applicable to our business; and other one-time events and other factors that can be found in Sable’s Annual Report on Form 10-K for the year ended December 31, 2023, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are available on Sable’s website (www.sableoffshore.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Except as required by applicable law, Sable undertakes no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits
(d)    Exhibits
Exhibit No.Description of Exhibits
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sable Offshore Corp.
Date:February 19, 2025
By:
/s/ Gregory D. Patrinely
Name:
Gregory D. Patrinely
Title:
Executive Vice President and Chief Financial Officer



Exhibit 99.1
355 South Grand Avenue, Suite 100
Los Angeles, California 90071-1560
Tel: +1.213.485.1234 Fax: +1.213.891.8763
www.lw.com
LATHAM & WATKINS LLPFIRM / AFFILIATE OFFICES
AustinMilan
BeijingMunich
BostonNew York
February 17, 2025BrusselsOrange County
Century CityParis
ChicagoRiyadh
VIA EMAILDubaiSan Diego
DüsseldorfSan Francisco
Kate HucklebridgeFrankfurtSeoul
Executive DirectorHamburgSilicon Valley
California Coastal CommissionHong KongSingapore
455 Market Street, Suite 300HoustonTel Aviv
San Francisco, CA 94105 LondonTokyo
Los AngelesWashington, D.C.
Madrid

Re: Sable Offshore Corp. Response to Notice Prior to Issuance of Executive Director Cease and Desist Order

Dear Dr. Hucklebridge:

On behalf of our client, Sable Offshore Corp. (“Sable”), we are providing Sable’s responses to your February 16, 2025, Notice Prior to Issuance of Executive Director Cease and Desist Order (“Notice”) regarding Sable’s anomaly repair activities along portions of Las Flores Pipelines CA-324 and CA-325 (previously known as Lines 901 and 903) located within an unincorporated area of the County of Santa Barbara (“County”) and within the coastal zone. Sable strongly disagrees with many of the Notice’s assertions and characterizations of the Coastal Act, the County’s delegated authority under the Coastal Act and its certified Local Coastal Program (“LCP”), Sable’s anomaly repair work, and the permits and approvals previously issued by the County. We will not address those assertions and characterizations in detail here, and Sable reserves all rights to challenge each such point in the future. Instead, Sable is notifying you that an Executive Director Cease and Desist Order (“EDCDO”) may not be issued under the Coastal Act and any such issuance would be procedurally improper.

As you know, on February 12, 2025, the County confirmed in writing that Sable’s anomaly repair work is authorized by the pipelines’ existing coastal development permits (the “CDPs”) and, consistent with the County’s past practice, no new or separate Coastal Act authorization is required for Sable to perform the work.[1] Despite this written confirmation from
________________________
[1] See Errin Briggs, County of Santa Barbara, “Zoning Clearance Applications – 24ZCI-00090, 24ZCI-00091, 24ZCI-00095, and 24ZCI-00096” (Feb. 12, 2025) (“County Letter”). As explained in Sable’s February 14, 2025, letter to Coastal Commission staff, the County Letter addresses anomaly repair work for which Sable had previously submitted Zoning Clearance applications to the County, including work (i) that was ongoing at the time that Commission staff issued a Notice of Violation (File No. V-9-24-1052) to Sable and (ii) that Sable has identified for completion. Sable is compiling information regarding previously completed anomaly repair work in the coastal zone for submittal to and review by the County. Sable’s understanding is that such completed repairs are entirely consistent with the scope of repairs that the County authorized in the County Letter and that no new or amended coastal development permit will be required for those repairs either.




February 17, 2025                                            Exhibit 99.1
Page 2



the County, the Notice asserts that the anomaly repair work will constitute a “violation” of the Coastal Act and the County’s LCP and states an intention to issue an EDCDO with respect to such work pursuant to Section 30809 of the Coastal Act. Section 30809 authorizes the issuance of an EDCDO only in three narrow circumstances. None of those circumstances apply here. Accordingly, Sable’s position is that an EDCDO may not be issued.

First, an EDCDO may be issued when the Executive Director determines that an activity has been (or is threatened to be) undertaken that “may require a permit from the commission without securing a permit.”[2] Second, an EDCDO may be issued when the Executive Director determines an activity that has been (or is threatened to be) undertaken “may be inconsistent with any permit previously issued by the commission.”[3] Neither of these scenarios exist here. As confirmed in the County’s February 12, 2025, letter to Sable and Sable’s February 14, 2025, letter to Commission staff, Sable’s anomaly repair work was authorized by the pipelines’ existing CDPs, which were issued by the County – not the Commission.[4] All of Sable’s anomaly repair work, as confirmed through Sable’s submissions to the County, is within the County’s permitting jurisdiction under the LCP. The Notice does not allege, and the anomaly repair work does not require, any new or amended coastal development permit “from the Commission” and is not subject to a coastal development permit “previously issued by the Commission.”[5] Therefore an EDCDO may not be issued.

Section 30809(a) also allows an EDCDO to be issued in a third scenario: “to enforce any requirements of a certified local coastal program …, or any requirements of [the Coastal Act].”[6] The Coastal Act specifically limits EDCDOs issued under this third scenario to “the following circumstances”:

(1)“The local government … requests the commission to assist with, or assume primary responsibility for, issuing a cease and desist order;”

(2)“The commission requests and the local government … declines to act, or does not take action in a timely manner, regarding an alleged violation which could cause significant damage to coastal resources;” or

(3)“The local government … is a party to the violation.”[7]

Allowing the Executive Director to issue an EDCDO for a purported violation of a certified local coastal program or the Coastal Act only in these three situations ensures that the Commission

_________________________
[2] Coastal Act (Pub. Res. Code), § 30809(a) (emphasis added).
[3] Ibid.
[4] See County Letter; Sable, “Sable Offshore Corp. Notice of Violation (V-9-24-0152) for Las Flores Pipelines CA-324 and CA-325, Santa Barbara County” (Feb. 14, 2025), Exhibit E (County Coastal Development Permit 86-CDP-189 (Jul. 27, 1986)) and Exhibit F (County Coastal Development Permit 86 CDP-205 (Aug. 5, 1986)).
[5] Coastal Act, § 30809(a).
[6] Ibid.
[7] Id., § 30809(a)(1)-(3).









February 17, 2025                                            Exhibit 99.1
Page 3



does not circumvent the local government’s delegated authority under the Coastal Act to implement its local coastal program.[8]

The Notice does not allege that any of the three potential prerequisites for the issuance of an EDCDO for a purported violation of the Coastal Act or the County’s LCP actually apply here. To the contrary:

(1)The County has not requested the Commission to assist with, or assume primary responsibility for, issuing an EDCDO. Instead, the County has confirmed in writing that the anomaly repair work “is authorized by the [pipelines’] existing … Coastal Development Permits[.]”[9]

(2)The County has not declined to act upon a request from the Commission regarding Sable’s anomaly repair work. While the Commission has requested additional information from the County, including copies of Sable’s zoning clearance applications for the anomaly repair work and “permit files and records” relied upon by the County in assessing whether such work falls within the scope of the existing CDPs, the Commission has not requested that the County take action on an alleged violation.[10]

(3)the County is not alleged to be a party to the activities asserted by the Notice to constitute a violation.

Therefore, none of the prerequisites to issuing an EDCDO exist and it would be procedurally improper to issue an EDCDO.

In sum, Sable’s anomaly repair work does not constitute a violation of the Coastal Act or the County’s LCP because it is authorized under the pipelines’ existing CDPs and other approvals, as recently confirmed by the County. Further, the Coastal Act does not authorize the issuance of an EDCDO under the present circumstances. Therefore, and to avoid any ambiguity, Sable intends to proceed with the anomaly repair work authorized by the County in its February 12, 2025, letter.















___________________________
[8] See id., § 30519(a).
[9] County Letter.
[10] Cassidy Teufel, Letter re: “Dispute Resolution under [14 CCR § 13569] regarding activities of Sable Offshore Corp. Identified in California Coastal Commission’s November 12, 2024 Executive Director Cease and Desist Order” (Feb. 16, 2025), p. 2.




February 17, 2025                                            Exhibit 99.1
Page 4


Based on the foregoing, Sable reiterates its request for an opportunity to discuss the final resolution of the previously issued Notice of Violation (File No. V-9-24-0152) and acknowledgement of the County’s determination that no further coastal development permit is required for the anomaly repair work.
Very truly yours,

/s/ Duncan Joseph Moore
Duncan Joseph Moore
of LATHAM & WATKINS LLP





cc: Lisa Plowman, County of Santa Barbara
Errin Briggs, County of Santa Barbara
Jenna Richardson, County of Santa Barbara
Anthony Duenner, Sable Offshore Corp.
Carolyn Bertrand, Sable Offshore Corp.
Lee Alcock, Sable Offshore Corp.
Steve Rusch, Sable Offshore Corp.
Lauren Paull, Latham & Watkins LLP








v3.25.0.1
Cover
Feb. 19, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 19, 2025
Registrant Name Sable Offshore Corp.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40111
Entity Tax Identification Number 85-3514078
Entity Address, Address Line One 845 Texas Avenue
Entity Address, Address Line Two Suite 2920
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code 713
Local Phone Number 579-6161
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $.0001
Trading Symbol SOC
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Central Index Key 0001831481
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